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IDTI > SEC Filings for IDTI > Form 8-K on 29-Jul-2013All Recent SEC Filings

Show all filings for INTEGRATED DEVICE TECHNOLOGY INC | Request a Trial to NEW EDGAR Online Pro

Form 8-K for INTEGRATED DEVICE TECHNOLOGY INC


29-Jul-2013

Amendments to Articles of Inc. or Bylaws; Change in Fiscal Year,


Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

(a) On July 23, 2013, the Board of Directors of Integrated Device Technology, Inc. ("IDT" or the "Company"), adopted and approved an amendment to the Amended and Restated Bylaws of the Company (the "Amended and Restated Bylaws"), effective July 23, 2013, to add a forum selection provision for the adjudication of disputes. Such provision provides that, unless the Company consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware will be the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of the Company, (ii) any action asserting a claim of breach of a fiduciary duty owed by any director, officer or other employee of the Company to the Company or the Company's stockholders, (iii) any action asserting a claim arising pursuant to any provision of the Delaware General Corporation Law or the Company's Restated Certificate of Incorporation or the Amended and Restated Bylaws, or (iv) any action asserting a claim governed by the internal affairs doctrine. The provision further provides that any person or entity purchasing or otherwise acquiring any interest in shares of capital stock of the Company shall be deemed to have notice of and consented to this provision.

The summary of modifications to IDT's Amended and Restated Bylaws set forth above is qualified in its entirety by the full text of the amendment to the Amended and Restated Bylaws, a copy of which is attached hereto as Exhibit 3.1 and incorporated by reference herein.



Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

3.1 Amendment to Amended and Restated Bylaws of Integrated Device Technology, Inc.

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